


Left Behind

by IngridAnne24



Category: 2 Broke Girls
Genre: Gen
Language: English
Status: In-Progress
Published: 2014-03-27
Updated: 2014-05-14
Packaged: 2018-01-17 06:16:19
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 6
Words: 7,652
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/1376947
Author URL: https://archiveofourown.org/users/IngridAnne24/pseuds/IngridAnne24
Summary: <blockquote class="userstuff">
              <p>Caroline begins to feel left out when it comes to Max's relationship with Deke and fears she might be left behind completely.</p>
            </blockquote>





	1. And the Dream

**Author's Note:**

> I love Maxoline and I am hoping something similar to what I'm writing will happen on the show because those two need to get together.
> 
> This will be multichapter.

Once Caroline had accepted that Deke was here to stay and that Max really seemed to like him, and also that he lived in a dumpster, she was a lot more open to him being with Max. For a while, anyway. It changed when Caroline had a dream, a rather bad one.

In the dream Caroline and Max were working at their cupcake business and everything seemed fine, until Deke came up to the window and promptly proposed to Max. Max immediately jumped out the window and went with Deke, not even saying goodbye to Caroline. The two got into Deke's dumpster, which somehow drove down the street and disappeared.

Caroline had woken up with a gasp and felt tears in her eyes before she even remembered what the dream was. When she did, she couldn't stop thinking about it.

The incident happened a week ago and Caroline was still thinking about it. What if Deke did propose? What if Max said yes? Would Max move out? She felt silly worrying about it, but their plans had always included each other, so what if that changed?

Max was getting irritated because Caroline was constantly staring at her.

“Caroline, I know I'm amazing to look at, but will you cut it out?”

Caroline went back to wiping the table and mumbled a “sorry.”

That night Max was getting very dressed up, especially for her, and was preening herself in the bathroom. Caroline hovered in the doorway.

“Going on a date?” Caroline asked.

“Yeah. Deke's taking me to some swanky place.”

“Oh? Special occasion?”

Max scoffed, “Please. Any date with me is a special occasion.”

“Seriously, Max, he is not taking you to some nice place for no reason. He lives a frugal life by choice.”

Max turned to look at Caroline, her arms crossed. “So, what you, you think he's gonna propose or something.”

Caroline laughed, perhaps a little too loudly. “You've only been going for, what, two months?”

“Three.”

“Still, that is not a long time.”

Max looked a little bit nervous now. Caroline moved towards her and put an awkward hand on her shoulder.

“Max, he's not going to.”

“But what if--”

“If he does, you have a choice. You don't have to say yes.”

Max took a deep breath, deep enough that Caroline was concerned about the strength of the dress Max was wearing. 

“What if I want to say yes?”

Caroline froze and her mind flashed back to that dream.

“Oh, oh, yeah?”

Max looked down as she spoke. “Maybe.”

“Do you really love Deke?”

Max looked at Caroline with puffy eyes. “Yeah.”

Caroline withdrew her hand and Max turned back to the mirror. There was a silence between them for several minutes. Just before Deke was going to pick up Max, Caroline sat next to Max on the couch and gave Max's hair one last touch-up. Max, for once, didn't have anything snarky to say. Instead she just stared at her knees.

“Max. Whatever happens, you do what you feel is right. Don't feel pressure from Deke, or from me. You'll have a great time. And,” Caroline pointed at the refrigerator, “we're low on food, so maybe you could bring back some stuff?”

Max looked at Caroline and grinned. “Way ahead of you. I have a secret pocket under my dress just for that.”

There was a knock on the door and Max jumped up. 

“Come in, Deke!”

Deke cracked up the door and popped his head in.

“The limo awaits, m'lady.”

“You got a limo?!”

“Yeah, but only for a block so we have to hurry up. Hey, Caroline.”

Caroline waved at him.

Max pulled her dress up as high as it could go, shouted a goodbye to Caroline, and ran out the door with Deke. Caroline stared at the closed door for about five minutes before she stood up, but she stood in the same place for another couple of minutes. She hated feeling sorry for herself, she was tougher than that, but she really couldn't help it. For the first time since she became poor, she felt truly alone.


	2. And the move

**Summary for the Chapter:**

> Max comes back from her date with news for Caroline.

**Notes for the Chapter:**

> I love writing sad stuff but I'm always careful to not make it too melodramatic. And I want to make it realistic to the characters. Hopefully I did that.

Caroline had sat on the couch for about two hours after Max left before she fell asleep. Her dreams started out random and nonsensical, until that infamous one started up. This time Max was actually talking to her, and it seemed normal, and then Deke showed up out of nowhere. He said something to Max that Caroline couldn't hear. Max looked directly at Caroline, and said, “Okay, I'm leaving, bye!”

In this dream Caroline had enough sense to try to stop Max by saying, “Where are you going? What about me?”

Max threw her head back and cackled. “You? Why should I care? We're not together. We're not in love.”

Before Caroline was able to say anything else, Max and Deke disappeared. Caroline reached out to where Max was and started crying out her name.

“Max! Max!”

“Caroline!” A voice said distantly.

“Max?”

“Caroline, wake up!”

Caroline opened her eyes to find Max shaking her and she promptly sat up.

“You okay? You were yelling my name. And you're crying.”

Caroline wiped eyes and laughed, “Yeah, I'm okay. How was your date?”

“Good, good.”

Max didn't say anything else and Caroline waited a minute before asking, “Did he propose?”

“Nah.”

Caroline felt relieved for a moment before she noticed Max wasn't look at her. 

“Max, what is it?”

Max sighed and combed her fingers through her nicely done hair. “Deke asked me to move in?”

Caroline gaped at her. “Into his dumpster?”

Max shook her head, stood up, and started to pace. “No, he got a small apartment above the diner.”

Caroline felt a lump form in her throat, which she swallowed before she spoke. “What did you say?”

Max didn't respond; she evidently felt there was something interesting in her cleavage. 

“Max, what did you say?” Caroline repeated, a little bit more forcefully.

“I said yes, okay?” Max said, throwing her arms up.

Caroline became very focused on her knees and kept her gaze on them for several minutes.

“Caroline, please say something.”

Caroline finally looked up at her but found it difficult to hold her gaze. “What do you want me to say, Max? That you shouldn't do it? I told you to decide whatever you want, and you did. Deke even got an apartment for you.”

“Yeah, but I don't want to do something that'd make you mad, or something.”

“Max, do whatever you want.”

Max put her hand over her eyes and sighed heavily. When she uncovered eyes, she pointed her finger at Caroline. “Caroline, don't do this passive aggressive shit with me, okay?”

“I'm not,” Caroline mumbled unconvincingly. 

Max sat down next to Caroline and looked like she was about to put her hand on Caroline's knee, but stopped herself. 

“If you're really honest with me, if you tell me to stay, I will stay. You know I will.”

Caroline looked up at Max and smiled at her. “I know you will. But I don't want to be the one to stop you. I love living with you, but you love Deke, and I like Deke, and I want you to be happy.”

Max groaned and put her face in her hands. “Shit. It's been a while since I've lived with a boyfriend,” Max lifted her head up. “This time it feels like a real commitment.”

“It'll be okay, Max,” Caroline said softly, putting her hand on Max's back. 

“Deke said I can bring Nancy, but Chestnut will have to stay here.”

Caroline chuckled. “You can bring Nancy to visit Chestnut on the weekends.”

“So you're really okay with this?”

Caroline looked away for a moment to think about it. She loved Max so much, but she would hate it if she made Max stay, even if Max said she would do whatever Caroline said. She had heard of couples who made compromises for each other and later started to resent the other. Even though she would miss Max, she couldn't make her stay.

“Caroline?”

Caroline looked back at Max and smiled as convincingly as she could. “Of course I'm okay with it. It's not like you'll be that far away, and we'll see each other at work.”

“Yeah. And, you won't have to sleep on the Murphy bed anymore. Deke's getting a bigger bed, so mine can stay here.”

“That's great,” Caroline said in a cracked voice.

Two days later, Max's things were all packed and she was ready to move. After the boxes were out of their apartment, Max and Caroline were ready to say their goodbyes. The goodbye consisted of awkward silence, followed by an awkward hug. 

“Don't cry, okay?” Max said, her face against Caroline's shoulder.

“I won't.”

In fact, Caroline hadn't cried at all, which she found very odd. She felt numb in regards to this. She had expected to start crying during their goodbye, but she still didn't feel anything.

It was only 9 o'clock when Caroline got into bed where she quickly realized Max had forgotten the fitted sheets on her bed. When she put her head down she could smell the lotion Max put on and a wave of emotion came over her and suddenly, she couldn't stop crying. It was two days worth of tears and she cried until she fell asleep.


	3. And the sleepover

**Summary for the Chapter:**

> After things become a little bit tense between the girls, both girls make an attempt to work on their friendship.

**Notes for the Chapter:**

> I've noticed the only thinking keeping Caroline and Max from getting together is their lack of sexual attraction to each other. Or should I say, Max's ambiguous attraction and Caroline being totally gay for Max. Seriously, no straight girl says "your knowledge of this superhero stuff is kinda turning me on" to their female friend.

It had been two weeks since Max moved out and Caroline was finally starting to feel better. It took her awhile to consider Max's room her own, but when she did, she decorated to her own liking. “Decorating” meant cleaning the floor and putting up some of Caroline's pictures. 

Max visited the day after she moved out, but it made Caroline feel awful when Max had to leave, so Caroline started making up excuses why Max couldn't come over. Caroline could feel the hurt in Max's voice everytime they spoke and Caroline just felt worse. It became worse when Caroline had another dream, except this time it wasn't some horrible thing about Max leaving her. It was the opposite; it was a sex dream. Honestly, it wasn't the first sexual dream about Max that Caroline had, but it was the first one where she woke up feeling both aroused and horribly depressed.

She took a couple days off from work after that because she couldn't face Max. She hadn't spoken to Max since she moved and when Caroline came back to work, Max wasn't quite her “warm” self.

“There's an order ready for table two,” Max said in a dull voice, not looking at Caroline. She started to turn away, but Caroline grabbed Max's arm.

“Max, wait, we need to talk.”

“Oh, you want to talk now?”

“Max, stop. Come with me,” Caroline sighed and pulled Max back to the cupcake shop.

Max leaned up against the counter and crossed her arms. “Yeah?”

Caroline rubbed the tops of her hands as she started to speak. “Max, I'm really sorry I've been making excuses to not hang out with you.”

“I knew you were making those up; you kept saying you had a date. I called bullshit immediately.”

Caroline ignored the dig and continued. “I had a hard time adjusting to living alone. I missed you, a lot.”

“Sooo, you made up excuses so I wouldn't come over?”

“I know there isn't much logic to it, but everytime you left, it hurt. I couldn't go through that everytime you left.”

Max chuckled quietly. “I knew it.”

“Knew what?”

“Nothing. Look, I won't force you to do anything you don't want to do, but I'm coming over tonight. We're going to have an awesome time and you're not gonna be all sad.”

Caroline smiled. “Sounds great.”

That night Caroline cooked spaghetti and meatballs, and bought Max's favorite candy for dessert. She also picked out a couple scary movies and a cartoon to watch afterwards.

Max came over a little bit after 7 and not empty handed; she had a vodka bottle clutched in her hand. 

“I'm giving you some of this if you get mopey. I already had some, so I'm good to go!”

“Great. Well, I got you some candy and some slasher flicks.”

“Oh shit, is that spaghetti I smell?” Max quickly walked over to the pot of pasta and sauce and sniffed it. 

“Ah, Caroline, you're awesome.”

Caroline grinned. “I know. Help yourself.”

Max dished out a large helping and sat down on the couch. Caroline joined her a moment later, after she got her plate and put in a movie.

“I made you invite me over and you make me dinner. Why did I ever move out?”

Caroline put a whole meatball in her mouth to keep her from saying something stupid. It was a rhetorical question anyway, and Max was already distracted by the movie.

Caroline quickly regretted eating spaghetti while watching this bloody movie, so she directed her eyes down to her plate. Max let out a loud laugh.

“What a moron! The killer's obviously behind them. It's a shame they can't hear the music.”

“It would make things a lot easier for them. ...So, Max, how's life with the boyfriend?”

“Not too bad. He's a lot less high-maintenance than you.”

“No arguments about him leaving the toilet seat up?”

“Hell no. You know I like to pee standing up.”

“Yeah, I know,” Caroline remembered the mess everytime Max tried.

“Anyway. It's good. It's good,” Max said, nodding. Caroline noticed she looked a little tight-lipped.

“Are you sure?”

“Yeah, of course. ...Except, well, maybe I miss you a little bit.”

Caroline beamed at her. “Oh, yeah?”

“Shit, need some more of this.” Max leaned over and drank some of the vodka. “Can't get soft.”

“Are you sleeping over tonight?”

“If that's cool. I told Deke I might,” Max said before shoving a large bite of pasta in her mouth.

“Yeah, of course. Do you have pajamas?”

“Nah, I'll just sleep in my underwear.”

Caroline felt herself blush. “You can wear one of my mine.”

“The top won't fit me.”

“You can keep the top unbuttoned,” Caroline suggested, feeling another flush of warmth come over her face as she said it.

“Yeah, that could work.”

Caroline suddenly hopped up, ran into her room, and handed Max the pajamas.

“Whoa, slow down, it's only 8.”

“...Well, we're not going anywhere, so why not get comfy now?”

Max looked at her suspiciously. “Are you okay?”

“Yeah, why?”

“Your face is all red. Are you warm?”

Caroline looked off in random directions before looking back at Max. “Yeah, it's warm in here. I'm gonna change into my PJ's, so I'm not so warm.”

Caroline quickly went into her bedroom and before she started to change, she looked in the mirror. Her face was bright red and she looked downright crazed.

“What the hell is wrong with you?” She whispered to herself. “Get it together, Channing. Why does it matter what Max is wearing? She could be naked and it wouldn't matter. She's your friend and a girl. Get it together.”

Caroline frowned at herself and stood in place until her face wasn't so red. Then she changed into her pajamas; the fact they were the pajamas that reminded Max of her special towel was consequential.

When she came back, Max had changed into her pajamas and Caroline's breath hitched.

Max turned around. “Hey, what took you so long?”

“Uh, the ones I wanted to wear had a big stain on them so I had to look for another pair.”

“So you picked the queer ones where you had to cut a piece off?”

“...Yup.”

“Well I found the candy. I ate some,” Max said, holding up a half eaten bag of candy.

Caroline chuckled. “Well, that's why I bought it. Do you want to watch something else?”

Max looked at the movies Caroline picked out. She got a very excited look on her face and held up a DVD.

“Oh shit, Darkwing Duck?”

“I remembered you said you loved it when you were a kid.”

Max quickly moved to the TV, put the DVD in, and flopped back onto the couch. She had the biggest grin on her face and it made Caroline smile, too.

“Let's get dangerous,” Max said in a deep voice, looking positively child-like.

At some point, Caroline felt something tug at the bottom of her pajama top and she looked down to see Max's hand holding onto it. Caroline looked over at Max's sleepy face and smiled. She kept quiet and just stared at Max. Max was too caught up in the cartoon and Caroline's pajamas to notice.

Caroline turned her attention back to the cartoon after a couple minutes. A little bit after that, Max's head suddenly flopped onto Caroline's shoulder. Caroline didn't dare move. She waited until the movie ended, then she very carefully tapped the power button on the remote. Max didn't stir.

Caroline waited a few minutes before she tried to carefully move Max's head so she could stand up, but instead, Max moved closer so her head fell into Caroline's lap and her arms wrapped tightly around Caroline's waist. Caroline was stuck. But when she looked down at Max and started to stroke Max's soft, curly black hair, without really thinking about it, she knew she was stuck in another way.


	4. And the other sleepover

**Summary for the Chapter:**

> Max invites Caroline to her apartment for another sleepover and it just makes things worse.

**Notes for the Chapter:**

> Sexually frustrated Caroline is funny to me. I think she's a very sexual person because there's been several references to her pleasuring herself.
> 
> Anyway, the rating may go up in the future.

Caroline was pretty sure she was in love with Max. She was pretty sure she had been for awhile, but Max's moving out pulled out these feelings to the surface. Being away from Max forced her to have time to think. What she decided is that it wasn't worth breaking up Max and Deke. She doubted Max wanted to be in a relationship with her and she would feel guilty if she broke up a couple, especially one where it seemed to make Max so happy.

However, she wasn't going to let this ruin her friendship with Max. She was going to go to work, do both of her jobs, and work with Max like there was nothing wrong. 

She still felt like she needed to talk to someone, though. Oleg would probably make some perverted joke; though he had been acting like he knew it was going to happen. Han has no experience in anything and Earl was like a grandpa; a cool one, but it still embarrassed her to talk to him about things like that. So one person was left.

“Sophie, can I talk to you?” Caroline asked her tall, bosomy friend.

“Ooh, no, Caroline. I just want some food,” Sophie replied, sitting down at a booth.

“Can we talk after you eat?”

“I'd rather not.”

“How about I bring you your food, and then we'll see how you're feeling?”

Caroline went and placed Sophie's order before Sophie could say no. Less than an hour later, Sophie had and ate her food. As soon as she was done, Caroline slipped into the booth.

“Can we talk now?”

“I know you're going to anyway,” Sophie said in a slightly irritated tone, but Caroline went on.

“It's about Max. I think I'm, I think...”

“You're in love with Max,” Sophie finished in a bored voice. “I know that already. What do you want to talk about?”

Caroline gaped for a second. “You knew?”

“It's very obvious, Caroline.”

“Well, what should I do? Max moved out and she's with Deke. I don't want to ruin anything.”

Sophie took a large bite of a cupcake. Caroline waited for her to finish. “Maybe date another girl. Get it out of your system.”

“I don't see how that solves anything, Sophie.”

“I dated a woman for a while, if you remember, and it was fun for a while, but I got tired of it.”

“But did you fall in love with this woman?”

“No.”

“Then that doesn't help. I love Max; as a friend and... as more. I'm not really interested in dating someone else.”

Sophie shrugged. “I don't know what else to tell you. Can I leave now?”

“I guess so,” Caroline said quietly and Sophie was up before she could say anything else.

But Sophie stopped before she left. “You can't do much better than Max. She's a good person to have a crush on.”

Caroline smiled, but Sophie held up a warning hand. “But don't screw it up. By 'it' I mean the cupcake business.”

Then Sophie left a gaping Caroline with an exaggerated wave. Caroline stood in place for a couple minutes, then half-heartedly took a customer's order. When she went back to the kitchen, Max was there.

“There you are, Caroline!”

“Max, I thought you had the day off.”

“I do, but since we don't live together, I needed to see you.”

Caroline swallowed. “See me? Why?”

“Deke's going away for some family thing and I don't feel like being alone, so I was thinking you could sleep over tonight?”

“Um, I have a date tonight?”

Max raised an eyebrow. “I'm pretty sure that's crap.”

“Why would it be crap? I'm charming, and pretty.”

“You are, but you're also high-strung and the fact you haven't had sex in a million years is obvious.”

“Fine. You're right. I'll come over tonight,” Caroline huffed.

“Awesome. Come over as soon as you're done working,” Max turned and looked out into the dining room. “I gotta go. If Han sees me here, he might make me work. See ya tonight!”

Max ran out the door and Caroline watched her leave. She knew this was a bad idea, but her friendship with Max came first. She worked until 9, so maybe she'll just want to go to sleep when she got there. Plus she was curious what Max's apartment looked like, since she hadn't been there yet.

She got to Max's apartment at 9:30. When she opened the door, she was immediately hit with the smell of some sort of meat in some sort of sauce. She coughed and put her hand over her nose.

“For goodness sake, Max, what is that?”

Max turned around from the stove with a sheepish grin on her face. “I tried to make beef stew, but I don't think this is beef. I don't know what it is and I don't want to know.”

Caroline bravely approached the kitchen, hand still on her nose, and peered at the concoction. It was very red.

“Max, you didn't have to cook for me.”

“Well, you cooked for me so it only seemed right,” Max said with a shrug. “I don't think what I made is edible anyway, so...”

Max dumped everything into the trash, opened the window, and turned on the fan. Then she held her hands up and motioned around the room.

“Well, this is it. Behind that curtain is our bedroom.”

Caroline looked around the studio apartment. It was pretty simple; a couch, TV, and a small dining room table. Sitting in the middle of the table was a garden gnome.

“So Deke knows about the gnomes?”

“Uh, he knows about that one,” Max replied, pointing at it. “The others are in a box in the closet. It's labeled 'feminine stuff.' I don't know what he thinks it is, but he won't touch it.”

“You should probably tell him at some point.” 

“Actually, I think I'm gonna put them all around the apartment so one day when he walks in, there they are. Like a gnome army.”

Caroline giggled and Max gave her a weird look, but didn't say anything about. Caroline blushed and pointed at a stack of DVD's. 

“What do you have there?”

“Ah, I got you some rom-coms to pick out to watch. I figure that'll be a good way to put us to sleep.”

Caroline smiled. “Sounds good. How about Maid in Manhattan?”

Max just waved her hand and went over to the curtain and pulled it back. 

“We can watch here. It'll be more comfortable on the couch. ...Are you okay, Caroline.”

Caroline knew she was blushing so she turned to put the movie in. “Yeah, I'm fine,” she mumbled. When she turned back around, Max was taking her shirt off. “What're you doing?”

“Getting dressed for bed.”

Max threw on a tank top and shorts and Caroline looked away out of respect. 

“Why don't you change, too, and I'll get some ice cream.”

“Uh, uh-huh, sounds good,” Caroline gathered her back and quickly went into the bathroom. Once again, she had to look at herself in the mirror, and once again, she was beet red. She had to get herself to stop this. She had crushes before, but this time she had a friendship at stake. So she got dressed, splashed some cold water on her face, and went back out. 

Max was lying on the bed, two bowls of ice cream next to her, and the movie playing. Caroline crawled onto the bed and started eating her ice cream. It made her feel better.

“If I'm gonna be honest, I kinda hope Jlo's gonna be in more movies. Don't tell anyone I said that.”

Caroline giggled, let awkwardly this time. “I won't. And I agree.”

“She isn't that bad.”

“There are worse actors.”

“Exactly!”

Caroline finished her ice cream, then settled in to watch the movie. She was wearing her special pajamas and Max had been rubbing them for several minutes. Caroline felt like she could relax, so she did. The smell of Max's lotion helped and it wasn't long before Caroline was fast asleep.

Her dreams about Max always started off the same; Max standing in front of her, not moving. Then she would walk towards Caroline and lean in close. Caroline could even smell Max in the dream.

“I don't love Deke, I love you,” is what Max said, like always.

Then the dream would suddenly switch to both of them naked and Max sitting on top of Caroline's hips, both of them grinding against each other. Caroline cried out Max's name several times, and she heard Max call out her name, except, it wasn't in the same tone.

“Caroline? Uh, Caroline?”

Caroline open her eyes and could immediately feel that she was sweating.

“Jesus Christ, what were you dreaming about?” Max asking, grinning a little bit. She was also blushing. Caroline instantly felt panicked; did she say Max's name out loud.

“Uh, uh, nothing?”

Max snorted. “Nobody puts their hand in their pants because they were dreaming about nothing.”

“What?!” Caroline lifted up both hands, one of which was pulled from her pajama bottoms. If she wasn't blushing already, she definitely was now. “I'm so sorry, Max.”

Max waved her hand. “Don't worry about it. It happens to me all the time. Well, before Deke. Now I wake up with his hand in my pants.”

“Did I say anything in my sleep?”

“You were moaning, but I couldn't make out words or names. Anyone I know?”

“Uh, no, I don't think so.”

Max look unconvinced, but she shrugged.

“Maybe I should sleep on the couch,” Caroline suggested and started to slide off the bed, but Max stopped her.

“Nah, it's fine. As long as you don't start humping me, it's fine,” Max laughed. Caroline laughed awkwardly and got back under the covers.

She pinned both hands underneath her and closed her eyes. She laid there for a while, even after Max had fallen asleep. Her mind could not stop replaying the dream; it seemed so real, like she somehow knew what sex with Max would be like. She expected it was pretty amazing, seeing as how Max was pretty fearless when it came to sex, or anything, really. When the memory of the dream started to fade away, Caroline started to slip back to sleep. That is, until Max suddenly captured Caroline in her arms and held her tightly. Max was asleep, but apparently she was very clingy in her sleep. 

Max's breasts were pressing against Caroline's side and Max's warm breath was against her neck, but she forced herself to ignore it. She was finally able to fall asleep a few minutes later. As she drifted off, she prayed she wouldn't have another dream.


	5. And the experiment

**Summary for the Chapter:**

> Caroline goes out with a girl as an experiment.

**Notes for the Chapter:**

> I wanted to write something a little happier for Caroline because I hate making her so sad. Also, I saw a picture for tonight's episode which has Max in a wedding dress (I think it's because the bride they were working for disappeared) and Caroline embracing. I can't handle this show anymore.

The whole situation was really starting to get to Caroline. She thought she could handle it, but evidently, she couldn't. The 'waking up with her hand down her pants' really threw her off. At least Max hadn't mentioned it.

She needed to get back to dating, first of all. Maybe she just had too much sexual energy pent up.

But she was going to take some of Sophie's advice and try her hand at dating a woman. She needed to know if she was attracted to women or just Max.

She started talking to a customer a night Max wasn't working. She was cute, a petite brunette. Caroline had seen her there on dates with other girls, so it seemed like a safe bet. Her name was Jenny and Caroline very discreetly asked her out. She didn't want Oleg creeping around.

“Yeah, sure, Caroline,” Jenny said in a louder voice than Caroline wanted. “Where do you wanna go? Somewhere in Manhattan?”

“No,” Caroline said quickly. It was too expensive there. “How about that Italian place down a block?”

“Sounds good. 8?”

Caroline nodded. Jenny gave Caroline her number, then left. When Caroline turned around, she saw Oleg leaning in the kitchen window.

“Why were you talking to Jenny?”

“She was asking if there were better restaurants in the area than this one.”

“So you told her about the Italian place and invited yourself along?”

“What are you applying, Oleg?”

“I've seen who she's been with. She brings dates here sometimes.”

Caroline sniffed and looked at Oleg cooly. “We happen to be friends and we're hanging out as friends.”

Oleg threw his shoulders and hands up in a shrug, and said a quick, “Fine,” before going back into the kitchen. Caroline knew he didn't believe her but she was glad he didn't push it. She did need to be more careful, though. She didn't want to make this to be made into a bigger deal than it actually was. 

Later that night, Caroline was getting ready for her not-date with Jenny. She was wearing a dress but she liked to wear dresses so it wasn't like she was trying really hard to dress up. That's what she told herself, anyway.

When she got to the restaurant, Jenny was already there. She stood up when she saw Caroline and threw a wide grin her way. 

“Hey, Caroline,” she said as she hugged Caroline. “I ordered some drinks.”

They both sat down and Jenny rested her chin on her hands.  
“So, what made you decide to ask me out?”

Caroline should have expected this question, but it still threw her off. “Um, you seemed nice and I haven't been on a, uh, I haven't been out in a while.”

“On a date? It's okay to say that word, Caroline. I asked because I had wondered about you for a while, but I wanted to hear what you had to say.”

“Wondered about me?” Caroline had a feeling she knew what Jenny meant, but she also wanted to hear her say it.

“Something I pride myself on is that I'm very observant. I've seen you with that busty waitress, how you are around her. I can tell you're really close.”

“She's my best friend,” Caroline said quickly. 

“I know she is, but I get the feeling she's more, at least to you.”

Caroline stared down at the table. As soon as the drinks were placed on the table, she took a long sip. She didn't like how right Jenny was. Didn't she have more important things to do than eavesdrop on some waitresses?

“So you asked me out so you could figure out if you're attracted to other girls.”

Caroline finally looked up and made eye contact with Jenny. There wasn't any hostility or bitterness in the girl's eyes, she was actually smiling, so Caroline relaxed.

“You're very good,” she whispered into the edge of her drink.

“This isn't the first time this has happened to me.”

“I'm sorry. I'm not trying to take advantage of you.”

Jenny put up her hand to stop Caroline from saying more. “I knew the situation when you asked.”

“So what happens now?”

Jenny took a drink and quirked her eyebrow. “That's up to you, Caroline.”

Caroline decided to stick it out and it turned out to be a good idea. Jenny was a very patient, attentive person, and very different from Max. And Caroline didn't feel attracted to her. She didn't know what to do with this revelation, though.

It was a little bit after 11 when they left the restaurant. They had been drinking a lot while they were talking, so Jenny was clinging onto Caroline as they walked down the street. Jenny had a loud, infectious laugh that caused other pedestrians to turn and stare, which made Caroline laugh equally loud.

They wound up at Caroline's apartment and Caroline didn't even remember walking there. They both walked through the door, cackling at nothing in particular. Caroline turned on the light.

“This is cute,” Jenny said, looking around. “What's in the backyard?”

“My horse.”

Jenny laughed loudly again. “You're so funny, Caroline.”

“I'm not--”

“Is that a murphy bed?” Jenny asked, pointing at the irregular wall.

Jenny pulled the bed down when Caroline nodded. She threw herself onto the bed, giggled, and pulled Caroline down with her, then giggled more. Caroline laughed with her and when she opened her eyes, found that Jenny was staring at her mouth. 

“What is it?” Caroline asked quietly. 

“What better way to see if you like girls than this,” Jenny said as she kissed Caroline softly. Caroline surprised herself as how eager she was to return it and Jenny surprised her when she flipped them over so Jenny was on top of Caroline. When they broke their kiss, Jenny stared down at Caroline with a hungry look in her eyes.

“What happens now is still up to you, Caroline,” she whispered into Caroline's ear. She pushed the bangs out of Caroline's eyes and kissed her on the cheek.

Caroline wrapped her long legs around Jenny's back. “You take the lead. Think of me as an active observer.”

Jenny smiled, kissed Caroline again, and then slid down Caroline's front. She pulled Caroline's dress up, but kept her underwear on, and slid her finger up the front of Caroline's underwear. Caroline shivered.

Jenny did that motion a few more times before she started pulling the underwear down Caroline's thighs. Caroline stretched out her legs to make it easier. As soon as Jenny pulled the underwear off Caroline's ankles, she had her mouth on Caroline's crotch. She knew exactly what to do.

Caroline sighed contently and wrapped her legs around Jenny again. She wasn't going to lie, this felt amazing, but something was missing. She didn't feel an attachment to Jenny and she--

Jenny hit a very sensitive area and Caroline's body spasmed. Jenny giggled.

“Sorry about that.”

“No, no, it's fine,” Caroline gasped.

Jenny resumed and Caroline closed her eyes. Her mind drifted to Max and she imagined it was Max down between her legs. She felt a little bit guilty forgetting about Jenny like that because the girl had been so understanding and sweet to Caroline, she hated taking advantage of her like that. So she pushed Max out of her mind, just for this moment, and let herself enjoy what was happening then.

Jenny started taking a more focused attempt with the very tip of her tongue, causing Caroline to groan. Caroline's back arched up as Jenny added more and more pressure until Caroline felt like her back was going to snap. When the orgasm finally happened, Caroline fell back onto the bed and her legs pressed Jenny closer to her. She gasped as she came down, then let out a slow sigh. Jenny crawled back up so she was laying on Caroline's stomach.

“Well? How was it?”

“Great,” was all Caroline could get out. Jenny grinned and kissed Caroline. “What about you?” Caroline asked.

“I'm fine. Really,” she added when Caroline, who wasn't convinced, continued staring at her. “You're really hot, but I don't think you're ready for me yet.”

“Ready for you? What does that mean?”

“I'm really picky when it comes to who I have sex with and since you're sort of experimenting, you're not ready.”

“I know how a vagina works.”

“You know how yours works. You'd be surprised how scared some girls get when they're facing another girl's vagina.”

“Yeah, but--”

Jenny sat up and look squarely at Caroline. “Who were you thinking of?”

Caroline blinked at her. “Sorry?”

“I kinda get the feeling you weren't thinking of me earlier. I looked at your face at some point and you had your eyes closed, and I get the feeling it wasn't from pleasure.”

Caroline guiltily looked away. She saw Jenny nod out of the corner of her eye.

“It's okay, Caroline. I knew this was going to happen,” Jenny slid off Caroline and laid next to her. She wrapped her arms around Caroline. “Max is her name, right? Well, Max is crazy if she doesn't want to be with you.”

“I've never told her. She's told me she loves me, but I don't think it was supposed to be romantic.”

“If you really love her, you need to tell her, or it'll be too late. I've been there.”

Caroline curled up against Jenny as she thought about. Jenny was right, but she didn't know how to do it. She hated making decisions like this. 

Jenny stroked Caroline's hair. “I'll help you.”

“Yeah?”

“Yeah.”

Caroline smiled and felt herself relax a little bit, so she settled into Jenny's side. Just as she started to fall asleep, she heard Chestnut neigh, followed by Jenny ask, “What the hell was that?”


	6. And the confession

**Summary for the Chapter:**

> Caroline finally has a talk with Max.

**Notes for the Chapter:**

> I honestly started to lose interest in this story because Max and Deke did break up and Max and Caroline's relationship went back to its awesomeness so I had trouble thinking of sad!Maxoline.
> 
> There will be one more chapter after this one.

Jenny was really sweet, as well as patient. She still knew this whole thing was an experiment to see where Caroline's attractions lie and she never pressured Caroline into something more. She went at whatever pace Caroline wanted.

Caroline liked Jenny and having sex with another girl wasn't as bad as she thought, but something was still off; she wasn't Max. Her mind frequently wandered to that sarcastic face or snarky voice. She thought having sex would make her less of a pervert, but it seemed to be worse. Her dreams were becoming more vivid because now she knew how girl on girl sex actually worked and her brain replaced Jenny with Max.

Jenny knew this, too.

“Is she good in your dreams?” Jenny asked casually one morning.

Caroline poured some of the coffee in her hand onto the floor. “Say what?”

One thing Jenny and Max had in common was their low tolerance for nonsense. She lowered her head and eyed Caroline. “Please, you are just as vocal in your sleep as you are awake. 'Maaax! Oh, Max!'”

Caroline blushed and quickly finished pouring the coffee. When she went to hand Jenny her cup, Jenny caught her arm.

“You need to talk to her.”

“You keep saying that.”

“I know, because you aren't doing anything. You're not going to hurt my feelings if you talk to her.”

Caroline sipped on her coffee and looked away. “I know...”

Jenny put her coffee down, stood up, and put on her hands on Caroline's shoulders. “I don't usually like saying this because it's some sexist bullshit, but, man up! You think telling her will ruin your friendship but I think not telling her is doing that. You hardly see her, you're dreaming about her, and you're more uptight than usual.”

Caroline stared at Jenny, who stared back. “What if she says no? What if she turns me down?”

“Then you'll know. By the way, if she turns you down for that Deke guy, she's a fucking moron.”

Caroline looked down at the floor, the coffee cup clutched tightly in her hands. Jenny put her hand under Caroline's chin and lifted her head up.

“Falling for a straight girl is an awful feeling and I've been there many times. It usually ends in heartache.”

Caroline frowned. “That doesn't make me feel better.”

“You didn't let me finish,” Jenny said with a gentle smile. “I don't think Max is straight. She may have a preference for guys, but she checks out a fair share of women, too. Myself included.”

“So you think she'll say yes?”

Jenny let Caroline's chin go and took a step past Caroline. “I didn't say that,” she said, not looking at Caroline. Then she looked up and smiled. “She might say no, but if my observational skills are good enough, it seems like she wouldn't let that ruin your friendship. Your fear of telling her is what's making you grow apart.”

Caroline chewed on her lip, then nodded. Jenny was right; the reason she had been hardly speaking to to Max was because things just felt weird, especially after that last sleepover. 

“She might already know,” Jenny continued. “No offense, but you're not very subtle.”

Caroline sighed, but also couldn't help but smile. “No, and Max isn't dumb.”

“So, what're you gonna do?”

Caroline put up her hand, fist clenched. “I'm going to tell Max that I love her.”

“And if she turns you down?” Jenny asked Caroline, who lowered her hand and gaped at her. “I'm just preparing you.”

“I'm going to... not let it ruin our friendship. If she says no, I'm going to suck it up, let her know we can still be friends, and,” Caroline stopped. She wasn't sure what to do next. 

“Date other people, if you want. But also wait it out; maybe she'll change her mind at some point.”

Caroline nodded, then put her hand back up. “Yeah. Yeah!”

Caroline didn't move. She stood there, fist in the air and a defiant face turned towards the door. Jenny came up behind her and gently pushed her towards the door.

“Like a bandage,” she said into Caroline's ear.

Caroline nodded and finally took a step. Before she knew it she was walking into the diner. She saw Max go into the kitchen but before she could follow her, something small blocked her way. It was Han.

“Caroline, you're not scheduled to work tonight.”

Caroline looked over him, her eye on Max. “I need to talk to Max.”

“She's working right now, you can't--” Han was cut off when Caroline physically moved him out of the way and marched past him.

Max was getting something out of the freezer when Caroline walked into the kitchen. Max turned slightly and looked at Caroline over her shoulder.

“If you ever become a spy, you'll need to wear different shoes. I can hear those things from outside,” Max said, grinning. “What's up?”

Caroline clutched her hands nervously, but forced her head up. Jenny's encouraging voice rang in her head. “Can I talk to you?”

“Yeah,” Max said, standing in the same place. Caroline walked towards her and gently pushed her into the freezer. She closed the door behind her.

“Oh, seems important,” Max said in her mock-serious, but still serious, voice.

“Max,” Caroline said in a soft voice, her hands practically constricting each other. “There's something I've been wanting to say for a while.”

As Caroline looked into Max's face, she saw something flash in her expression; maybe comprehension? Did Max already know?

“Um, Max, I,” Caroline swallowed. Why was this so hard? “I miss you.”

Max smiled a little bit. “I miss you, too. Actually, there's something I want to ask you. I--”

Caroline grabbed Max's upper arms. “Wait, I need to say my thing first, or I might not say it. Max, I really--”

“Deke and I broke up,” Max said quickly.

Caroline gaped at her. “You what?”

“Deke's an awesome guy, but,” Max shrugged, “he wasn't for me.”

“Oh, wow, that's... I'm sorry.” Caroline hugged Max, but Max didn't hug her back. “What's wrong?”

Max didn't pull away, but she still didn't return the hug. “Say what you want to say.”

“It's not important,” Caroline mumbled.

“That's crap. Tell me, Caroline,” Max insisted. “Tell me or I'm going back to work.”

Caroline's body felt warm all over and her stomach was in knots. For a moment she felt like she wasn't going to be able to say it until it came up like a more pleasant version of word vomit.

“I love you.”

Max didn't react; there was no jolt of fear, but there was also no reaction expressing happiness. Caroline pulled back to look at Max's face, but that was also unreadable.

“Max, I love you. I love you as a friend but also as so much more. I adore you, Max Black.” As Caroline said these words, something opened up inside her and tears flowed down her face, along with it, laughter. She knew she must looked deranged but she didn't care anymore. She didn't care until she realized Max still hadn't reacted.

“Max, are you going to say something?” Caroline asked, wiping tears from her cheeks.

Max looked down at her feet and Caroline felt a wave of panic until she noticed Max was smiling.

“I've been waiting for you to say that for months. You're usually so loud, I didn't think it would take you this long,” Max said with a laugh. She lifted her head up and put her hands on Caroline's shoulders. “I started dating Deke because I was frustrated with you. I'm not patient, Caroline.”

Max squeezed Caroline's shoulders and pulled her close. For the five seconds they stood there, Max's eyes on Caroline's lips, Caroline held her breath. Then it finally happened and it was better than Caroline imagined. Max's lips were soft, but she was rather forceful and Caroline didn't imagine any other way.


End file.
